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Iberdrola to integrate with ScottishPower

The Boards of Directors of Iberdrola and ScottishPower have reached agreement on the terms of an offer that ScottishPower's top corporate governing body will recommend unanimously to its shareholders for the sale of the company to the Spanish utility. According to the terms of the agreement, the shareholders of ScottishPower will receive 400 pence in cash and 0.1646 new shares of Iberdrola for each of their shares. The merger of Iberdrola and ScottishPower is strategically complementary and will create an European leader, with a pro-forma enterprisa value of circa €64 billion, a broad geographical presence and a firm foundation for continued growth in the future.

The operating synergies deriving from the transaction are expected to reach €130 million a year, coming, among other things, from operating and financial cost savings, improvements in generation and distribution units, and the management of renewable facilities.

The merger of Iberdrola and ScottishPower is subject, among other things, to approval by the shareholders of both companies and by certain regulatory authorities, including the European Commission and the U.S. Federal Energy Regulatory Commission.

ScottishPower is an international energy company that transports and distributes electricity in the United Kingdom, markets electricity and gas to industrial and domestic customers in that country, and has generating plants and gas storage facilities in the United Kingdom and North America. The company had earnings of £5.446 billion and an operating profit of £870 million for the financial year ending 31 March 2006.

Iberdrola, a hundred-year-old Spanish-based company, is among Europe's major electrical companies and operates gas and electricity businesses in 28 countries. In addition, it is one of the world leaders in the production of windgenerated power. It achieved income of €11.738 billion in 2005, with an operating profit of €2.262 billion.



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